Terms & conditions
Last Updated: 22/12/2025
Important: These Terms & Conditions (“Terms”) apply to your use of our website, landing pages, forms, and any services purchased from RedSprout Digital Private Limited (“RedSprout Digital”, “we”, “us”, “our”). Please read them carefully.
If you are accepting these Terms on behalf of a company, you confirm you have authority to bind that company.
1. Definitions
“Client” means the person or business purchasing or receiving Services from us. “Services” include digital marketing, SEO, paid advertising (e.g., Google Ads/Meta), web development, landing pages, conversion optimization, CRM customization, marketing automation, funnel setup, reporting, consulting, and related deliverables. “Deliverables” means work outputs agreed in writing (e.g., campaigns, ad accounts setup, creatives coordination, websites, reports). “Third-Party Tools/Platforms” means services not owned by us (e.g., Google, Meta, LinkedIn, hosting providers, CRM tools, email tools). “Order/Proposal” means a written scope, quotation, package, statement of work, or invoice describing Services and pricing.
2. Acceptance of Terms
(Checkbox / Form Acceptance)
By using our website, submitting any form, booking a call, or purchasing Services, you agree to these Terms. If you tick an “I agree” checkbox on any form, that action constitutes your electronic signature and acceptance of these Terms.
3. Eligibility & Permitted Use
You must be at least 18 years old (or the legal age in your location) to use our Services. You agree not to misuse our website or Services, including attempting unauthorized access, scraping, disrupting, or introducing malware.
4. Services, Scope & Change Requests
4.1 Scope
Service scope is limited to what is stated in the Proposal/Order or written confirmation (email/WhatsApp/contract). Anything not explicitly included is out of scope.
4.2 Changes
If you request changes beyond scope (extra pages, extra campaigns, additional markets, new integrations, extra revisions), we may: (a) provide a revised quote/timeline, or (b) bill at an agreed hourly/retainer rate, or (c) schedule the work into a future cycle.
4.3 No Guaranteed Results
Marketing performance depends on many factors outside our control (budget, competition, offer, landing experience, product-market fit, tracking quality, platform policies). We do not guarantee specific rankings, leads, sales, ROAS, or revenue.
5. Client Responsibilities
To deliver effectively, the Client must provide in a timely manner:
- Accurate business information, brand assets, access credentials (or admin invites), approvals, and content inputs
- Legal permissions for all content, images, claims, and data used in campaigns
- Prompt feedback/approvals (recommended within 2–3 business days)
- Clear point-of-contact for decisions
- Compliance with platform rules and applicable laws (ads, data, consumer claims, industry regulations)
Delays caused by missing access, delayed approvals, or incomplete inputs may shift timelines and may incur additional costs.
6. Communication & Approvals
We communicate via email, project tools, calls, or WhatsApp (as agreed).
- If you approve creatives/copy/landing pages, you accept responsibility for claims, offers, and legal suitability.
- If we do not receive feedback within a reasonable time, we may pause work or proceed with best-practice assumptions to avoid project stagnation (unless you request a hold).
7. Timelines, Delays & Holds
7.1 Estimated Timelines
Any timeline is an estimate unless explicitly stated as a fixed deadline in writing.
7.2 Client Delays
If the project is delayed due to Client-side factors (late approvals, missing content/access), we are not responsible for missed dates. Retainer time continues unless a formal pause is agreed.
7.3 Project Holds
If you request a pause:
- We may reschedule work based on team availability.
- For long pauses, re-onboarding or re-scoping may be required.
8. Payments, Invoicing & Taxes
8.1 Fees
Fees are as per Proposal/Order/invoice. All prices are exclusive of applicable taxes unless stated otherwise.
8.2 Payment Terms
- Setup/development work typically requires upfront payment or a deposit
- Retainers are billed in advance (monthly/quarterly as agreed)
- Invoices are due upon receipt or within [7/15] days
9. Refunds, Cancellations & Disputes
9.1 Digital Services Are Time-Based
Our work is time, expertise, and resource allocation. Once time is spent, it cannot be “returned.”
9.2 Deposits / Upfront Payments
Unless otherwise stated in writing, deposits and setup fees are non-refundable once work begins (including planning, research, account setup, initial builds).
9.3 Retainers
Retainers cover ongoing capacity, execution, reporting, and optimization. Retainer fees are non-refundable for the period already started.
9.4 When a Refund May Be Considered
We may consider a partial refund only if: (a) we have not started the Service, or (b) the Service is cancelled by us before any meaningful work has started, or (c) a prepaid service remains unused and can be clearly verified (pro-rata at our discretion).
9.5 Remedy for Service Issues
If you believe we failed to deliver agreed scope, you must notify us in writing within 7 days of the issue. Our primary remedy will be one of the following (as appropriate):
- Re-performing the affected part of the Service
- Providing a reasonable correction/credit toward future work
- Pro-rata adjustment for the specific undelivered scope (if any)
9.6 Chargebacks / Payment Reversals
You agree to contact us first to resolve payment disputes. Unjustified chargebacks may result in immediate suspension of Services and recovery actions for costs and time spent.
10. Intellectual Property (IP) & Ownership
10.1 Our Materials
Our frameworks, SOPs, templates, strategy formats, and internal methods remain our property.
10.2 Deliverables
- Upon full payment, you receive a license to use final deliverables created specifically for you.
- Drafts, experiments, unused concepts, and internal documents remain ours.
10.3 Client Materials
You confirm you own or have rights to all materials you provide and you grant us permission to use them to deliver Services.
10.4 Portfolio / Case Studies (Optional)
We may request permission to display non-confidential work in our portfolio. If you do not want this, you can opt out in writing.
11. Access, Accounts & Platform Policies
11.1 Platform Rules
Ad platforms (Google/Meta/LinkedIn) can reject ads, restrict accounts, or change policies at any time. We are not responsible for actions taken by third-party platforms.
11.2 Account Ownership
Unless agreed otherwise, ad accounts and analytics should be owned by the Client with appropriate admin access granted to us. This supports transparency and continuity.
12. Confidentiality
Both parties agree to keep confidential business information private and to use it only for the purpose of providing/receiving Services, unless disclosure is required by law.
13. Data Protection & Privacy
Our Privacy Policy explains how we handle personal data. Where we process data on behalf of a Client (e.g., leads in a Client CRM), we act as a service provider/processor and follow the Client’s lawful instructions.
14. Disclaimer
We provide Services using reasonable skill and care and professional best practices. However: marketing outcomes can vary, third-party tools can fail or change, and tracking can be impacted by browsers, consent settings, or platform updates. Accordingly, we do not warrant uninterrupted or error-free operation of any platform or guaranteed performance.
15. Limitation of Liability
To the maximum extent allowed by law:
- We are not liable for indirect, incidental, special, consequential, or lost-profit damages.
- Our total liability for any claim related to Services will not exceed the fees you paid to us for the specific Service in the three (3) months before the event giving rise to the claim, unless a different cap is required by law.
Nothing in these Terms limits liability for fraud, intentional misconduct, or any liability that cannot be excluded under applicable law.
16. Indemnity
You agree to indemnify and hold us harmless from claims arising from:
- Content or claims you provide/approve (including ad claims and compliance)
- Your products/services, pricing, or customer fulfilment
- Violations of laws or platform policies caused by your instructions, materials, or business practices
Nothing in these Terms limits liability for fraud, intentional misconduct, or any liability that cannot be excluded under applicable law.
17. Termination
17.1 Termination by Client
You may terminate by written notice as per the Proposal/Order (recommended notice: 15–30 days for retainers). Fees already paid are non-refundable for the active period, and you remain responsible for outstanding invoices.
17.2 Termination by Us
We may terminate or suspend Services if invoices are overdue, required access/cooperation is not provided, instructions are unlawful or violate platform policies, or abusive behavior occurs.
18. Force Majeure
Neither party is liable for delays caused by events beyond reasonable control (e.g., outages, platform shutdowns, changes in law, cyber incidents, natural disasters). Timelines will be adjusted accordingly.
19. Governing Law & Jurisdiction
These Terms and any dispute or claim arising out of or in connection with them, the website, or our Services (including any non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of India.
Subject to any mandatory rights and protections available under applicable consumer laws in your country/region, the courts at New Delhi, Delhi, India shall have exclusive jurisdiction over all disputes arising out of or relating to these Terms, the website, or the Services.
20. Changes to These Terms
We may update these Terms from time to time. The latest version will be posted on our website with an updated “Last Updated” date. Continued use of the website or Services after changes means you accept the updated Terms.
21. Contact
RedSprout Digital Private Limited
Website: https://redsproutdigital.com/
Email: info [at] redsproutdigital [dot] com
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